X0303 4 2010-02-01 0 0000790730 AMERON INTERNATIONAL CORP AMN 0001200109 MARLEN JAMES S 245 SO. LOS ROBLES AVE. PASADENA CA 91101 1 1 0 0 Chairman, Pres. & CEO Common Stock 2010-02-01 4 A 0 18000 0 A 22966 D Common Stock 2010-02-01 4 F 0 6603 67.89 D 16363 D Common Stock 2010-02-01 5 G 0 11397 0 D 4966 D Common Stock 2010-02-01 5 G 0 11397 0 A 11397 I Marlen Family Trust Common Stock 168 I 401(k) The grant of 18,000 fully-vested shares of common stock was made pursuant to an amendment to Mr. Marlen?s employment agreement dated September 19, 2007 (the ?Amendment?). The Amendment provides that 18,000 fully-vested shares of common stock will be granted to Mr. Marlen each February 2008, 2009 and 2010, provided that a change of control of the Company has not occurred prior to the applicable date and Mr. Marlen continues to be employed by the Company as its Chairman of the Board, President, or Chief Executive Officer on the applicable date. Compensation for services. Represents shares surrendered to satisfy the tax withholding obligation of the Company with respect to the grant of 18,000 fully-vested shares pursuant to the terms of the Amendment. See footnote 1. /s/ Cynthia A. Iwasaki, Power of Attorney 2010-02-02